Welcome to our dedicated page for Northern O & G SEC filings (Ticker: NOG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Northern Oil and Gas, Inc. (NOG) SEC filings page provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. These documents include current reports on Form 8-K, annual and quarterly reports, and exhibits that describe NOG’s oil and natural gas activities, acquisitions, financing arrangements and governance.
Recent 8-K filings detail several significant transactions and agreements. One 8-K dated December 8, 2025 describes purchase and sale agreements under which NOG and Infinity Natural Resources agreed to acquire upstream oil and gas properties and midstream gathering, compression, transportation and water assets in Ohio, with NOG holding an undivided 49% interest in each. Other 8-Ks filed in September and October 2025 explain the pricing and issuance of 7.875% senior notes due 2033, the related indenture, and a tender offer for the company’s 8.125% senior notes due 2028, including the amount of notes accepted for purchase and the use of proceeds.
An 8-K filed on November 10, 2025 describes NOG’s Fourth Amended and Restated Credit Agreement governing its reserves-based revolving credit facility, including the elected commitment amount, initial borrowing base, maturity date, borrowing options, financial covenants and collateral. Additional 8-Ks furnish press releases with quarterly financial and operating results, preliminary updates, and information about the commencement and pricing of securities offerings and tender offers.
Through this page, users can review how NOG reports its direct financial obligations, such as the 2033 senior notes and revolving credit facility, and how it discloses material acquisitions and other events. Stock Titan enhances these filings with AI-powered summaries that highlight key terms, covenants, redemption provisions, and the implications of transactions for NOG’s capital structure and asset base. Users can also track insider and executive-related disclosures through forms such as Form 4 when available, alongside 10-K and 10-Q filings that provide broader context on reserves, risks and operations.
Northern Oil & Gas, Inc. Chief Legal Officer & Secretary Erik J. Romslo received a grant of 10,839 shares of common stock on March 16, 2026 under the company’s 2018 Equity Incentive Plan. These shares were awarded as restricted stock, not purchased in the open market.
On the same date, 5,788 shares of common stock were surrendered at $27.51 per share to cover taxes due upon vesting of restricted stock. This tax-withholding disposition is a mechanical step tied to the equity award, not an open-market sale. After these transactions, Romslo directly holds 101,760 shares of common stock.
Northern Oil & Gas CEO Nicholas L. O'Grady reported a stock-based compensation grant and related tax withholding. On March 16, 2026, he received 52,391 shares of Common Stock as restricted stock under the 2018 Equity Incentive Plan at $0.00 per share. On the same date, 25,053 shares were surrendered at $27.51 per share to pay taxes due upon vesting of restricted stock, using the last closing price before surrender. After these transactions, he directly holds 261,071 shares of Common Stock.
Northern Oil & Gas, Inc. president Adam A. Dirlam reported routine equity compensation activity in the form of restricted stock awards and related tax withholding. He received 25,292 shares of common stock directly and 10,949 shares indirectly through his spouse under the company’s 2018 Equity Incentive Plan. To cover taxes on these vestings, 10,695 directly held shares and 1,397 spouse-held shares were surrendered at a reference price of $27.51 per share, based on the last closing price before surrender. After these transactions, Dirlam holds 113,335 shares directly and 27,715 shares indirectly via his spouse.
Northern Oil and Gas, Inc. entered into an underwriting agreement with BofA Securities, Inc. for a previously announced equity offering of 7,207,208 shares of common stock. The company also granted the underwriter a 30-day option to purchase up to 1,081,081 additional shares.
The equity offering closed on March 13, 2026. Northern Oil and Gas expects to use the net proceeds for general corporate purposes, including repaying a portion of outstanding borrowings under its revolving credit facility. The offering was conducted under an existing automatic shelf registration statement and related prospectus supplement.
Northern Oil and Gas, Inc. is offering 7,207,208 shares of common stock at a purchase price of $27.50 per share, for gross proceeds of $198,198,220; the underwriter has a 30-day option to purchase an additional 1,081,081 shares. The underwriter expects to deliver shares on or about March 13, 2026.
The net proceeds are estimated at approximately $196.2 million (or $225.9 million if the option is exercised in full) and are intended for general corporate purposes, including repayment of borrowings under the Company’s Revolving Credit Facility. Shares outstanding were 97,265,559 as of December 31, 2025.
Northern Oil and Gas, Inc. is offering $200,000,000 of its common stock pursuant to a preliminary prospectus supplement dated March 11, 2026. The underwriter has a 30-day option to purchase up to an additional $30,000,000 of common stock.
Proceeds are intended for general corporate purposes, including repayment of borrowings under the Revolving Credit Facility; as of March 6, 2026, outstanding borrowings under that facility were $958.0 million. Shares outstanding were 97,265,559 as of December 31, 2025.
Northern Oil and Gas, Inc. outlines its 2025 operations as a non-operated oil and gas company focused on the Williston, Permian, Appalachian and Uinta basins. The company participates alongside more than 100 operating partners and emphasizes diversified, minority working and mineral interests.
Average daily production was 140,064 Boe per day in the fourth quarter of 2025, up 6% from the prior year’s fourth quarter. As of December 31, 2025, assets included 301,797 net acres, 11,702 gross producing wells and 384,068 MBoe of proved reserves. Non-affiliate equity market value was about $2.7 billion on the last business day of the most recently completed second fiscal quarter, and 97,294,661 common shares were outstanding as of February 23, 2026.
Northern Oil and Gas reported mixed 2025 results, balancing solid operational growth with weaker pricing and a large non-cash impairment. Fourth quarter production rose to 140,064 Boe per day, up 6% year over year, with record natural gas volumes of 392,163 Mcf per day. Yet Q4 GAAP results swung to a net loss of $70.7 million, driven largely by a $268.5 million ceiling-test impairment as oil prices fell, while Adjusted Net Income was $82.0 million and Adjusted EBITDA reached $366.5 million.
For full year 2025, oil and gas sales were $2.1 billion, with GAAP net income of $38.8 million and Adjusted Net Income of $453.4 million; Adjusted EBITDA was $1.6 billion, up 1%. The company generated Free Cash Flow of $424.0 million and returned over $230.4 million to shareholders through dividends and buybacks, including a quarterly dividend of $0.45 per share.
NOG also executed significant strategic moves. It closed a Joint Ohio Utica acquisition with a $464.6 million cash payment, lifted its borrowing base to $1.975 billion, extended debt maturities with new 7.875% senior notes due 2033, and plans to redeem remaining 2028 notes. Proved reserves increased 1% to 384,068 MBoe with a pre-tax PV-10 of $4.53 billion. 2026 guidance outlines production between 139,000–148,000 Boe per day and capital spending between $850 million and $1.1 billion under low and high activity scenarios.
Northern Oil and Gas, Inc. completed its joint acquisitions of Ohio Utica Shale upstream and midstream assets from Antero for a combined cash purchase price of approximately $1.2 billion, shared with Infinity Natural Resources, LLC. Under amendments signed on February 22, 2026, Northern will own a 40% interest and INR Holdings a 60% interest in both the Upstream Assets and Midstream Assets. Northern’s unadjusted purchase price allocations are $320 million for the Upstream Assets and $160 million for the Midstream Assets. A related credit agreement amendment increased the borrowing base on Northern’s revolving credit facility from $1.8 billion to $1.975 billion and raised the elected commitment amount from $1.6 billion to $1.8 billion. Northern’s closing payment for its 40% stake was $464.5 million in cash, including a $58.8 million deposit, funded with cash on hand, operating free cash flow and revolver borrowings.
Invesco Ltd. has filed a Schedule 13G reporting beneficial ownership of 5,030,092 shares of Northern Oil & Gas Inc. common stock, representing 5.1% of the class as of the event date of December 31, 2025.
Invesco, a Bermuda company, reports sole voting power over 4,649,450 shares and sole dispositive power over 5,030,092 shares. The shares are held of record by its investment advisory clients, and no individual client has more than 5% economic ownership.
Invesco states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Northern Oil & Gas, with the stake associated with subsidiaries Invesco Advisers, Inc. and Invesco Capital Management LLC.